Board of Advisors Purpose The Board of Advisors will provide independent assurance and expert advice to the EPAfrica Board of Trustees and Management Committee, with its members holding the appropriate balance of skills, experience, independence and knowledge to fulfil the objectives of the organisation. The Board of Advisors will contain a small number of individuals selected for relevant significant and longstanding expertise in a number of areas and may be composed of existing EPAfrica members, as well as a minimum of three externals. Terms of Reference Board Composition The Board of Advisors will be made up of six to eight members Board of Advisor members will be required to fulfil one or more of the skillsets outlined under Objectives and Responsibilities below A minimum of three members of the Board of Advisors will be external in order to secure independence of character and judgement
Meeting Frequency The Board of Advisors should meet with the Board of Trustees and Managemnt Committee sufficiently regularly to discharge its duties Informal meetings between individual Board of Advisor members and Board of Trustee or Management Committee members are advised, with the purpose of reviewing items pertaining to their respective areas of expertise, or in the case of Board of Trustee members their portfolio of accountability The Board of Advisors shall formally meet with such frequency and at such times as it determines necessary, and it is expected that the Board of Trustees should attend at least some of these meetings
Objectives and Responsibilities NB. See Role Descriptions for further details The three primary objectives of the Board of Advisors are: 1. Risk mitigation 2. Strategic insight 3. Independent challenge
September 2014 2 of 4 The Board of Advisors will achieve these objectives through one or more of the following skillsets relevant to the work of EPAfrica: - Legal - Medical - International operations - International development - Research and evaluation - Corporate governance Members of the Board of Advisors will draw on their relevant subject matter expertise to provide challenge, insight and advice to support the Board of Trustees in fulfilling their duties Powers of the Board The Board of Advisors will have no decision-making authority. Members are appointed in an advisory capacity only Matters for the Board The following items may be considered and reviewed by the Board of Advisors: - Organisational strategy - Risk assessment - Organisational policies and procedures - Contingency plans - Financial controls - Operational plans - Theory of change - Fundraising strategy Matters for the Board of Advisors may evolve over time and include other items (with the agreement of its members), as the advisory requirements of the Board of Trustees and Management Committee will be continually reviewed Items presented to the Board of Advisors for consideration will have been sufficiently progressed and suitably presented as to facilitate effective feedback, insight and discussion from its members
Role Descriptions
September 2014 3 of 4 Primary objectives
1. Risk mitigation Within the context of EPAfricas annual programme the charity is exposed to a high level of risk from a number of sources, including political, medical, legal and reputational risks The Board of Advisors is composed of members with skillsets, experience and knowledge relevant to the risk context in which EPAfrica operates A core requirement of the Board of Advisors is to support the Board of Trustees and Management Committee with identification of charity risks and to provide advice, guidance and challenge on mitigating actions 2. Strategic insight EPAfricas Theory of Change is far reaching and covers a wide-range of subject matters, incorporating content relating to East African politics, East African education, international development, etc. The Board of Advisors is composed of members with skillsets, experience and knowledge relevant to these subject matters A core requirement of the Board of Advisors is to provide strategic insight and advice to support the Board of Trustees in strategic decision-making, particularly in relation to this Theory of Change 3. Independent challenge EPAfrica is continually striving to improve its annual programme and a transformation programme is currently underway to enable the charity to achieve its vision both in the UK and East Africa A core requirement of the Board of Advisors is to provide independent challenge in the context of Board-level decision-making. This independent challenge will be delivered both through external representation and a perspective removed from the day-to-day running of the organisation Members of the Board of Advisors will monitor and encourage progress on the non- urgent but important (nice to have) goals of EPAfrica
September 2014 4 of 4 Skillsets Each member of the Board of Advisors should offer one (or more) of the following skillsets, and its membership will be selected to cover all of them collectively
Context Experience of charity law and volunteer law Expected Support Risk management and decision- making Review charity / volunteer policy Legal Context Knowledge of tropical disease / East African medicine Expected Support Advise on health policy and training Health risk management and decision-making Medical Context Knowledge and experience in the Education sector in East Africa, including fundraising Expected Support Review and advise on EPAfrica Theory of Change Advise on fundraising International development Context Experience of insight and M&E in Education / Third sector Expected Support Review and advise on research priorities and ethics Review and advise on of M&E framework Research and evaluation Context Experience of running travel / volunteer operations in East Africa Expected Support Advise on risk mitigation Review and advise on operational processes and controls International operations Context Experience of running an organisation in third sector Expected Support Advise on risk mitigation Review and advise on governance processes and controls Corporate governance
CDC Director Thomas Frieden, COO Sherri Berger apparently covering-up misappropriated $3.33 million awarded to scandal-ridden Chicago nonprofit whose corporate treasurer was a career CDC executive; correspondence to date (8/30/12)